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Occupational Safety Health and Wellness - Bloodborne Pathogen Program Oregon Public Entity Independent Contractor Agreement THIS AGREEMENT is entered into this 0 day of June, 2015 by and between City of Tigard, a Municipal Corporation in the State of Oregon,hereinafter called Public Entity,and Occupational Safety,Health and Wellness,LLC hereinafter called Independent Contractor. Notice Address: Independent Contractor address: Linda Wert Occupational Safety,Health and Wellness,LLC 20020 NW Adcock Road 16200 SW Pacific Highway,Suite H255 Yamhill,Oregon 97148 Tigard,Oregon 97224 WHEREAS, the Public Entity 's Fiscal Year 2016 budget provides for occupational health and exposure services for city employees;and WHEREAS, the accomplishment of the work and services described in this Agreement is necessary and essential to the program of the Public Entity;and WHEREAS, Public Entity has a need for the services of an independent contractor with the particular training, ability, knowledge, expertise and experience possessed by Independent Contractor, now therefore, in consideration of attached fees and services as described in Addendum A,Public Entity and Independent Contractor understand and agree as follows: 1. STATUS. The Public Entity does not currently employ Independent Contractor. The parties to this Agreement intend that the relation between them created by this Agreement is that of an employer/independent contractor. No officer, agent, employee, or Sub- Contractor of Independent Contractor shall be deemed the employee,agent or officer of the Public Entity. The Public Entity's Assistant to the City Manager, or designee, shall be responsible for determining whether Independent Contractor's work product is satisfactory and consistent with this Agreement, but Independent Contractor is not subject to the direction and control of the Public Entity. Independent Contractor shall be an independent contractor for all purposes and shall be entitled to no compensation other than the compensation provided for under Addendum A of this Agreement 2. EFFECTIVE DATE AND DURATION OF CONTRACT. This Agreement shall become effective on July 1,2015 and shall expire,unless otherwise terminated or extended,on July 1, 2016 or Twenty Thousand dollars ($20,000) whichever occurs first. Unless earlier terminated, this Agreement shall remain in full force until terminated. Expiration of this Agreement shall not extinguish or prejudice Public Entity's right to enforce this Agreement with respect to any breach of a warranty of Independent Contractor or any default or defect in Independent Contractor performance that has not been cured. 3. WORK PERFORMED. The work to be performed by the Independent Contractor includes services generally performed by Independent Contractor in this usual line of business and in accordance with the terms and conditions set forth herein,and as provided in Addendum A, which is attached hereto and by this reference made a part of this Agreement. Changes in 051LW-TIGARD AGREEMENT PAGE 1 OF 5 scope of service or fees (Addendum A)may be amended from time to time. The amendment will detail changes in service and fees and acceptance of the amendment shall continue the Agreement to the expiration date in Section 2 of this Agreement. Non-acceptance of the amendment may terminate this Agreement upon notice as set out in Section 5 of this Agreement. 4. PAYMENTS. Independent Contractor shall be paid by Public Entity for services performed based upon the schedule of services and rates in Addendum A of this Agreement. Payments shall be made upon receipt of billings based on the services performed. Billings shall be submitted by the Independent Contractor no less than once every sixty days but not more frequently than monthly. Payment by the City shall release the City from any further obligation for payment to the Independent Contractor for services performed or expenses incurred as of the date of the statement of services. Payment shall be made only for services actually completed as of the date of invoice. 5. METHOD_ AND PLACE OF GIVING NOTICE, SUBMITTING BILLS AND MAKING PAYMENTS. All notices, bills and payments shall be made in writing and may be given by personal delivery, mail, or email. Payments may be made by personal delivery,mail,or electronic transfer. The addresses shall be used to transmit notices, bills, payments, and other information as set out on Page 5 of this Agreement and when so addressed, shall be deemed given upon deposit in the United States mail, postage prepaid, or when so emailed, shall be deemed given upon successful sending of email. In all other instances, notices,bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices, bills and payments are to be given by giving written notice pursuant to this paragraph. 6. TAXES. Independent Contractor will be responsible for any federal or state taxes applicable to payments received under this Agreement Public Entity will report the total of all payments to Independent Contractor, including any expenses, in accordance with the Federal Internal Revenue Service and the State of Oregon Department of Revenue Regulations. 7. BENEFITS. Independent Contractor will not be eligible for any federal social security,state workers' compensation, unemployment insurance, or public employee's retirement system benefits from this Agreement payment,except as a self-employed individual. 8. FEDERAL EMPLOYMENT STATUS. In the event any payment made pursuant to this Agreement is to be charged against federal funds,Independent Contractor certifies that they are not currently employed by federal government and the amount charged does not exceed his normal charge for the type of services provided. 9. INDEMNITY AND HOLD HARMLESS. Independent Contractor agrees to defend, indemnify, and hold harmless the Public Entity, its officers, agents, employees, and volunteers from and against all claims, demands and judgments made or recovered against them including, but not limited to, damages to real or tangible personal property or for bodily injury or death to any person,arising out of,or in connection with the performance of this Agreement by Independent Contractor and or Independent Contractor's subcontractors. OSHW-TIGARD AGREEMENT PAGE 2 OF S Independent Contractor shall notify the Public Entity in writing of any such claim or demand to or demand to indemnify and shall cooperate with the Public Entity in a reasonable manner to facilitate the defense of such claim. 10.INSURANCE CARRIER RATING. Coverage provided by the Independent Contractor must be underwritten by an insurance company deemed acceptable by the Public Entity. All policies of insurance must be written by companies having an A.M. Best rating of"A-VII"or better, or equivalent The Public Entity reserves the right to reject all or any insurance carrier(s)with an unacceptable financial rating. 11.LIABILITY INSURANCE. Independent Contractor shall maintain in effect a comprehensive general liability, products and completed operations, and auto insurance,with coverage on an "occurrence" form with adequate limits to protect the Public Entity from any and all claims brought in relationship to the work being performed in this Agreement with limits not less than$1,000,000 per occurrence and$2,000,000 in the annual aggregate. 12.WORKERS' COMPENSATION. Independent Contractor by signing this Agreement represents that he has workers' compensation coverage and shall comply with Oregon Workers' Compensation Law and ORS 656.017, which requires provision of workers' compensation coverage that satisfies Oregon law for all subject workers, or is a sole proprietor and therefore exempt from the laws requiring workers' compensation coverage. If the Independent Contractor is a sole proprietor and has elected not to cover themselves or any other individuals performing work for the Public Entity, the Independent Contractor agrees to save, and hold harmless the Public Entity from any and all claims. This shall include Employer's Liability Insurance with coverage limits of not less than$1,000,000 each accident 13.EMPLOYEMENT LIABILITY. Independent Contractor shall be responsible to save and hold harmless the Public Entity from any and all claims involving Civil Rights, and Employment Liability resulting from this contract and or the work described in this Agreement 14. ADDITIONAL INSURED PROVISION, All policies aforementioned, other than Workers' Compensation, shall include the Public Entity its officers, agents, employees, and volunteers as additional insureds with respect to this Agreement. 15.COMPLETION DATE. Independent Contractor agrees that any and all work described in this Agreement shall be completed and accepted by the Public Entity in a timely manner. Independent Contractor agrees that failure to compete the work described may cause the Public Entity irreparable harm. In the event the Independent Contractor fails to complete all work and have the Public Entity accept all work on or before the completion date, Public Entity will be entitled to damages. 16.EMPLOYEES' TAXES Independent Contractor shall also defend, indemnify and hold harmless the Public Entity against all liability and loss in connection with and shall assume full responsibility for, payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance social security and income tax laws, with OSHW-TIGARD AGREEMENT PAGE 3 OF 5 respect to Independent Contractor's employees engaged in the performance of this Agreement. 17.TERMINATION. This Agreement will continue until cancelled. Either party may cancel this Agreement at any time upon 30 days written notice. In the event of termination, Independent Contractor's sole remedy shall be a claim for the sum designated for accomplishing the services multiplied by the percentage of services completed and accepted by Public Entity,less previous amounts paid and any claim or claims which the Public Entity has against Independent Contractor. 18.COMPLETE AGREEMENT. This Agreement and its attachments hereto constitute the entire agreement between the contracting parties. All prior agreements, discussions, representations, warranties and covenants are merged herein. There are no warranties, representations,covenants or agreements,expressed or implied,between the parties except those expressly set forth in writing and executed by the contracting parties. In the event of an inconsistency between a provision in the main body of the Agreement and a provision in the Addendum A,the provision in the main body of the Agreement shall control. 19.GOOD FAITH AND BEST EFFORT. It is agreed that all parties to this Agreement will act in Good Faith and Best Effort to complete this contract. 20.LITIGATION. Independent Contractor agrees that in the event litigation is brought for any reason concerning this contract that it is brought in the State of Oregon and in the County of Washington. 21.CONFLICT BETWEEN TERMS. It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument in the proposal of the Agreement, this instrument shall control and nothing herein shall be considered as an acceptance of the said terms of said proposal conflicting herewith. 22.SEVERABILITY. In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the validity of the remaining terms and provisions shall not be affected to the extent that it did not materially affect the intent of the parties when they entered into the Agreement. IN WITNESS WHEREOF, Public Entity has caused this Agreement to be executed by its duly authorized undersigned officer and Independent Contractor has executed this Agreement on the date hereinabove first written and hereby acknowledges that he/she has read this Agreement, understands it and agrees to be bound by its terms and conditions. OSHW-TIGARD AGREEMENT PAGE 4 OF 5 Public Entity: Independent Contractor: City of Tigard,Oregon Occupational Safety,Health&Wellness,LLC 13125 SW Hall Blvd, Tigard.OR 97223 Loreen Mills,Asst to the City Manager Leith Gerber,Director of Medical Services Public Entity/Liaison Name/Title Representative Name/Title _ loreen@tigard-or.gov leith@oshw.co Representative E-Mail Representative E-Mail 503-718-2417 503-707-5172 Representative Phone Representative Phone Jennifer Curran Occupational Infectious Disease(OID) Records Custodian 503-718-2418 OID Records Custodian E-Mail/Phone Loreen Mills,Asst to the City Manager Linda Wert,Director of Operations Notices To Name Notices To loreen@tigard-or.gov llnda@oshw.ca -Phone:503-707-2717 Notices To Email Notices To Email �n i By: - ore_e_ V " I)5 By: sr l�6 " A ' O >9Signature Signa Loreen Mills,Asst to the City Manager Jeff Gnhief E ,lutive Officer Date: —aLit -- nods Date: , LI —I S-- OSHW-TIGARD AGREEMENT PAGE 5 OF 5 Independent Contractor Agreement Occupational Safety, Health &Wellness, LLC Addendum A This Agreement will include the following services charged on a per-use basis: on-site training with appropriate supporting materials, vaccinations and testing, post-exposure set up and management, record keeping, and assistance with exposure control plan review. On-site clinics will be charged at an hourly rate. Post-exposure management will be billed per exposure call and follow-up visit(s). All laboratory and pharmacy services will be billed separately. Pricing is as follows: Initial Set-up Fee/per person $2.00 Annual Post Exposure Access for Police and Fire/per person $10.00 Annual Post Exposure Access/per person $5.00 Exposure Access Fee/per call $100.00 Exposure follow-up/per hour $75.00 On-site Bloodborne Pathogen Training per session $250.00 Exposure Control Plan Review/per hour $75.00 On-site Vaccination /Testing Clinic (hourly) $75.00—two hour minimum OSHW medical staff/per hour $75.00 OSHW administrative staff/per hour $35.00 Physician consult/per hour $200.00 Hepatitis A Vaccine/per dose Market rate (Series of 2)* Hepatitis B Vaccine/per dose Market rate (Series of 3)* Additional immunization(s) as requested and subject to availability Market rate Tuberculosis Test $10.00 Hepatitis B Antibody $30.00 Post-exposure Hepatitis C Test $35.00 Post-exposure HIV Antibody Test $35.00 Laboratory draw fee $10.00 Injection fee $10.00 Records management fee if applicable $15.00 Mileage Government rate *In negotiations for best pricing for vaccination services. An updated pricing structure will be provided as soon as it is available and the Public Entity and Independent Contractor shall both sign a new Addendum as set forth in Section 3 and 5 of this Agreement. Public Entity and Independent Contractor are in agreement that due to market fluctuation in vaccine pricing, Independent Contractor has the right to adjust pricing of vaccinations. Thirty day notification will be given to the Public Entity advising them of new price structure. Public Entity has 15 days from receipt to accept new price structure. If new price structure is not signed by both parties within 30 days of notice,this Agreement may terminate upon notice as set out in Section 5 of this Agreement. Other occupationally related services will be added as they become available.